Parties and definitions
These terms are an agreement between Node Logic, registered with the Dutch Chamber of Commerce under number 42046427 and seated at Keurenplein 41, Box C3118, 1069 CD Amsterdam, The Netherlands (“Node Logic”, “we”, “us”), and the business that subscribes to the service (the “Customer”, “you”).
- Platform — the hosted operational software we make available to the Customer, together with its documentation and support.
- Tenant — the isolated environment holding one Customer’s data.
- Authorised User — a person the Customer permits to use the Platform on its behalf, such as a member of its staff.
- Customer Data — everything the Customer or its Authorised Users enter into or generate within the Tenant.
Service description
The Platform is subscription software for retail and service businesses. It joins the front counter to inventory, customer records, expenses, approvals, cash movement and management reporting, so that a day’s trading is recorded once and reported from one place.
Each Customer runs in its own Tenant. Tenant separation is enforced in the database itself through row-level security, not merely in application code, so a query issued in one Tenant cannot reach another’s rows.
We provide the Platform as a service and improve it continuously. We may add, change or withdraw individual features; where a change materially reduces functionality the Customer relies on, we will give 30 days notice.
Account registration and acceptance
A Tenant is created by us for the Customer. The Customer nominates an administrator, who may then create and deactivate Authorised User accounts and set what each may open.
The Customer is responsible for the acts and omissions of its Authorised Users, for keeping credentials confidential, and for withdrawing access promptly when someone leaves. Accounts are personal and must not be shared. Tell us at support@nodelogic.nl as soon as you suspect a credential has been compromised.
Using the Platform means accepting these terms. Whoever accepts them on the Customer’s behalf warrants that they are authorised to bind it.
Subscription and payment
Subscriptions run monthly and are billed in advance through our payment processor. Fees are exclusive of VAT and any other applicable turnover tax, which is added where due.
A new Tenant may be given a trial of 30 days. No fee is due during the trial, and the Customer may decline to continue at the end of it without owing anything.
If payment fails, the Platform keeps working in full for a grace period of 7 days so that an expired card does not cost anyone a day’s trading. If the subscription is still unpaid when that window closes, the Tenant becomes read-only: existing records, reports and printing all remain available, and only the recording of new entries stops. We do not withhold the Customer’s data over an unpaid invoice, and full use resumes as soon as payment succeeds.
Fees may be revised with 30 days written notice. A Customer who does not accept a revision may terminate before it takes effect.
Acceptable use
The Customer and its Authorised Users must not:
- use the Platform unlawfully, or to store or transmit unlawful content;
- attempt to reach another Tenant’s data, circumvent access controls, or probe the Platform’s security without our prior written consent;
- reverse engineer, decompile or copy the Platform, except to the extent Dutch law expressly permits regardless of contract;
- resell, sublicense or provide the Platform as a service to a third party;
- place load on the Platform designed to degrade it for others, or use automated means to extract data at a scale the interface is not intended to serve.
Where use breaches this section we will normally raise it and allow a reasonable opportunity to correct it. We may suspend access without prior notice only where the breach threatens the security or integrity of the Platform or another Customer’s data, and we will explain a suspension as soon as we make one.
Data processing
For Customer Data the Customer is the controller and Node Logic is the processor within the meaning of Art. 28 GDPR — and, for Customers in the Philippines, the personal information controller and personal information processor within the meaning of the Data Privacy Act of 2012 (Republic Act No. 10173). Both regimes apply to the same processing: choosing Dutch law in section 11 settles the contract between us, not the statutory rights of the people whose data the Platform holds. This section is the parties’ processing agreement.
- Subject matter and purpose. Hosting and operating the Platform so the Customer can run its business. We process Customer Data only on the Customer’s documented instructions, of which these terms are one, and never for our own purposes.
- Duration. For as long as the subscription runs, plus the post-termination window in section 10.
- Categories of data and data subjects. Business records concerning the Customer’s staff, its customers and its suppliers.
- Confidentiality. Our personnel are bound to confidentiality and are granted access only where a support or operational task requires it.
- Security. We maintain measures appropriate to the risk, including encryption in transit, database-enforced tenant isolation, role-based access control and an append-only audit trail of platform administrator actions.
- Sub-processors. The Customer authorises the sub-processors listed in our Privacy Policy. We give notice before adding or replacing one, and remain liable for their performance.
- Assistance. We help the Customer answer data subject requests, carry out impact assessments, and deal with the supervisory authority, so far as the Customer reasonably needs our help and only we can provide it.
- Breach notification. We notify the Customer without undue delay and in any event within 72 hours of becoming aware of a personal data breach affecting its data. Notifying the regulator and the affected individuals is the Customer’s duty as controller, not ours: in the Philippines that means the National Privacy Commission and the data subjects, within that Act’s own 72 hours window. We give the Customer what it needs to do so inside that window.
- Audit. We make available the information needed to demonstrate compliance with this section and allow for audits, on reasonable notice and no more than once a year unless a supervisory authority requires otherwise.
- Return and deletion. On termination we return or delete Customer Data as set out in section 10.
Intellectual property
The Platform, its source code, design and documentation remain the property of Node Logic. The Customer receives a non-exclusive, non-transferable right to use the Platform for its own business for the term of the subscription, and nothing more is granted by implication.
Customer Data remains the Customer’s. We claim no ownership of it and acquire only the limited right to process it in order to provide the Platform.
If the Customer sends us feedback or suggestions, we may use them to improve the Platform without owing any obligation or payment in return.
Confidentiality
Each party may learn information the other treats as confidential. Each will use such information only to perform this agreement, protect it with at least the care it applies to its own confidential information, and disclose it only to personnel and advisers who need it and are themselves bound to confidentiality.
This does not apply to information that is public without breach of this section, was already lawfully known, is independently developed, or must be disclosed by law — in which case the disclosing party gives notice where it lawfully may.
These obligations survive termination for five years.
Limitation of liability
Our total liability arising out of or in connection with this agreement is limited to the fees paid in the twelve months preceding the event.
We are not liable for indirect or consequential loss, including lost profit, lost turnover or lost goodwill.
Nothing in this agreement excludes or limits liability for death or personal injury, for intent or deliberate recklessness (opzet of bewuste roekeloosheid), or for any other liability that Dutch law does not permit to be limited. Where any limitation in this section is held unenforceable, the remainder continues to apply.
The Customer is responsible for the accuracy and lawfulness of the Customer Data it enters and for having a lawful basis to process the personal data within it.
Termination
Either party may terminate the subscription on 30 days written notice, effective at the end of the then-current billing period. Either party may terminate immediately if the other commits a material breach that is not corrected within 30 days of written notice, or becomes insolvent.
For 30 days after termination the Customer may ask us to export Customer Data in a machine-readable format, and we will provide it. After that window Customer Data is deleted from live systems and, on the ordinary backup cycle, from backups — except records we must keep to satisfy a legal obligation, such as the invoices covered by the retention period in our Privacy Policy.
Termination does not relieve the Customer of fees accrued before it takes effect. Fees already paid for an unexpired period are refunded pro rata where we terminate other than for the Customer’s breach.
Governing law and jurisdiction
This agreement is governed by the laws of the Netherlands, excluding its conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. Disputes that cannot be settled between the parties are submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.
Amendments
We may amend these terms. The effective date at the top of this page moves whenever the text does, and we give account holders at least 30 days written notice of a material amendment before it applies. A Customer that does not accept an amendment may terminate with effect from the date the amendment would take effect, and owes nothing beyond fees already accrued.
Contact
Contractual and privacy correspondence: legal@nodelogic.nl
Service and support: support@nodelogic.nl
Keurenplein 41, Box C3118
1069 CD Amsterdam
The Netherlands